exv5w2

Exhibit 5.2


		ATTORNEYS AT LAW

		777 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202-5306 414.271.2400 TEL 414.297.4900 FAX foley.com

		CLIENT/MATTER NUMBER 041515-0170

March 13, 2009

Johnson Controls, Inc.
5757 North Green Bay Avenue
Milwaukee, Wisconsin 53209

Ladies and Gentlemen:

We have acted as counsel for Johnson Controls, Inc., a Wisconsin corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-3 (Registration No. 333-157502) (the “Registration Statement”), including the prospectus constituting a part thereof, dated February 23, 2009, and the final supplement to the prospectus, dated March 10, 2009 (collectively, the “Prospectus”), filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance and sale by the Company in the manner set forth in the Registration Statement and the Prospectus of (i) $350,000,000 aggregate principal amount of the Company’s 6.50% convertible senior notes due 2012, and (ii) up to $52,500,000 aggregate principal amount of the Company’s 6.50% convertible senior notes due 2012 pursuant to the over-allotment option granted by the Company to the underwriters (the convertible senior notes described in clauses (i) and (ii) are collectively referred to as the “Convertible Notes”). The Convertible Notes will be issued under the Senior Indenture, dated January 17, 2006 (the “Indenture”), between the Company and U.S. Bank National Association, as successor Trustee (the “Trustee”), and a Supplemental Indenture, to be dated March 16, 2009 (the “Supplemental Indenture”), establishing the terms and providing for the issuance of the Convertible Notes. The conversion rate will initially be 89.3855 shares of the Company’s common stock, $.01 7/18 par value, per $1,000 principal amount of notes (equivalent to a conversion price of approximately $11.19 per share of Common Stock), which number is subject to adjustment as described in the Prospectus (the “Shares”).

As counsel to the Company in connection with the proposed issuance and sale of the Convertible Notes and the issuance of the Shares upon conversion of the Convertible Notes, we have examined or are otherwise familiar with (i) the Restated Articles of Incorporation of the Company; (ii) the By-Laws of the Company, as amended to date; (iii) the Registration Statement, including the exhibits thereto; (iv) the Indenture and the Supplemental Indenture; (v) the corporate proceedings taken by the Board of Directors of the Company to authorize the filing of the Registration Statement and the issuance and sale of the Convertible Notes and the issuance of the Shares upon conversion of the Convertible Notes; and (vi) such other documents, records and instruments as we have deemed necessary or appropriate for purposes of this opinion.

In our examination of the above-referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments


BOSTON	JACKSONVILLE	MILWAUKEE	SAN DIEGO	SILICON VALLEY
BRUSSELS	LOS ANGELES	NEW YORK	SAN DIEGO/DEL MAR	TALLAHASSEE
CHICAGO	MADISON	ORLANDO	SAN FRANCISCO	TAMPA
DETROIT	MIAMI	SACRAMENTO	SHANGHAI	TOKYO
				WASHINGTON, D.C.

Johnson Controls, Inc.
March 13, 2009
Page 2

submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.

Based upon the foregoing, assuming that the Indenture has been duly authorized, executed and delivered by, and represents the valid and binding obligation of, the Trustee, and having regard for such legal considerations as we deem relevant, we are of the opinion that:

(1) The Convertible Notes, when executed, authenticated and issued in accordance with the Indenture and the Supplemental Indenture and in the manner and for the consideration contemplated by the Registration Statement and the Prospectus, will be legally issued and valid and binding obligations of the Company enforceable in accordance with their terms.

(2) The Shares, when issued in the manner described in the Registration Statement and in accordance with the Indenture and the Convertible Notes, will be validly issued, fully paid and nonassessable.

With respect to numbered paragraph (2) above, at one time Section 180.0622(2)(b) of the Wisconsin Business Corporation Law imposed personal liability upon shareholders for debts owing to employees of the Company for services performed, but not exceeding six months’ service in any one case. This statutory provision was repealed by 2005 Wisconsin Act 474, which provided that the repeal applies to debts incurred on or after June 14, 2006.

The opinions expressed herein are subject to the qualification that the enforceability of any contract or agreement or of any security or other instrument issued thereunder may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of creditors’ rights generally and to court decisions with respect thereto and to general principles of equity (regardless of whether considered in a proceeding in equity or at law).

We are qualified to practice law in the States of Wisconsin and New York, and we do not purport to be an expert on the law other than that of the States of Wisconsin and New York and the federal laws of the United States of America. We express no opinion as to the laws of any jurisdiction other than the States of Wisconsin and New York and the federal laws of the United States.

Johnson Controls, Inc.
March 13, 2009
Page 3

We hereby consent to the deemed incorporation by reference of this opinion into the Registration Statement and the Prospectus and to the reference to our firm therein. In giving such consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.


	Very truly yours,
	/s/ Foley & Lardner LLP